§ 28-1-7-11 — Consolidation; resolution approving joint agreements; contents

Indiana § 28-1-7-11

• Jurisdiction: Indiana
• Art. 1: DEPARTMENT OF FINANCIAL INSTITUTIONS
• Ch. 7: Merger and Consolidation of Banks, Trust Companies,

Text

The consolidation of any two (2) or more
corporations, as authorized in section 1 of this chapter, shall be effected
in the following manner. The board of directors of each corporation
shall, by a resolution adopted by a majority vote of the members of
such board, approve a joint agreement of consolidation setting forth the
following:
(a) The names of the corporations proposing to consolidate and
the name of the new corporation into which they propose to
consolidate, hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation and
the manner of carrying such consolidation into effect.
(c) The manner and basis of converting the shares of the capital
stock of each corporation into the shares of the new corporation.
(d) With respect to the new corporation, all of the statements
required by IC 28-12-2 to be set forth in original articles of
incorporation for corporations formed under this article.
(e) Such other provisions with respect to the proposed
consolidation as may be deemed necessary or desirable.
Formerly: Acts 1933, c.40, s.124. As amended by P.L.263-1985,
SEC.30; P.L.14-1992, SEC.69.